The ultrastructural morphology of the thoracic duct and cisterna chyli of the dog was examined using scanning and transmission electron microscopy. Examination of the cisterna chyli, reservoir of the lymphatic system, featured a number of afferent lymphatics draining into the cisterna; valves were however absent. The luminal surface of the endothelial lining of both the thoracic duct and cisterna demonstrated ovoid endothelial nuclei with numerous cellular ridges. Considerable variation existed in the number of smooth muscle cells lining the duct and cisterna in the contracted and distended state. Organelles and inclusions characteristic of endothelium and smooth muscle were identified. Reflux of lymph into the thoracic duct was prevented by a mono- and bicuspid valve situated at the lymphatico-venous junction.